BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

SETTLEMENT ORDER
On the Application No. 2847 of 2014
filed by
M/s. Archana Software Limited
(PAN no. AAACS9087L)
Consent Order No: CFD/EAD-6/AO/AK/ 220/2014

1.

Securities and Exchange Board of India (hereinafter referred to as "SEBI") had

initiated adjudication proceedings in respect of M/s. Archana Software Limited
(hereinafter referred to as "the applicant"/ "the company") to inquire into and
adjudge under section 15A(b) of the Securities and Exchange Board of India Act,
1992 (hereinafter referred to as SEBI Act), for the alleged violation/ contravention of
the provisions of Regulation 8(3) of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations 1997 (hereinafter referred to as "Takeover Regulations") and
the undersigned was appointed as Adjudicating Officer (AO) vide order dated August
16, 2013 under section 15-I of the SEBI Act. Consequently, Show Cause Notice dated
April 22, 2014 was issued to the company under rule 4 of the SEBI (Procedure for
Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995, seeking
reply of the company as to why an inquiry should not be held in respect of the
violations alleged to have been committed by the company.

2.

Subsequent to the same, the applicant vide its application dated May 27, 2014 had
filed an application with SEBI in terms of SEBI (Settlement of Administrative and Civil
Proceedings) Regulations, 2014 for proposing to settle through a Settlement order,
the aforementioned adjudication proceedings for the delayed compliance of the
provisions of Regulation 8(3) of the Takeover Regulations.

3.

It was observed that the applicant, a listed company did not make necessary
disclosures within the stipulated time as per the aforementioned provisions, details

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of which are as given below:

4.

Sr.
No.

Violation of
Regulation

Due date for

compliance

Actual date for

compliance

1.
2.
3
4.
5.
6.
7.
8.
9.
10
11.

8(3)
8(3)
8(3)
8(3)
8(3)
8(3)
8(3)
8(3)
8(3)
8(3)
8(3)

30-Apr-2001
30-Apr-2002
30-Apr-2003
30-Apr-2004
30-Apr-2005
30-Apr-2006
30-Apr-2007
30-Apr-2008
30-Apr-2009
30-Apr-2010
30-Apr-2011

09-Aug-2007
09-Aug-2007
09-Aug-2007
09-Aug-2007
09-Aug-2007
09-Aug-2007
11-Feb-2010
11-Feb-2010
11-Feb-2010
16-Feb-2011
Not complied

Delay in
disclosures made
(No. of days)
2,292
1,927
1,562
1,196
831
466
1,018
652
287
292
Not complied

The representatives of the applicant had a meeting with the Internal Committee of
SEBI where the terms of settlement was deliberated upon. Thereafter, the applicant
vide its letter dated September 04, 2014 proposed the revised consent terms to
settle the aforesaid adjudication proceedings for the delayed compliance of
Regulation 8(3) of the Takeover Regulations by offering to pay a sum of Rs.
5,22,750/- (Rupees Five Lakhs, Twenty Two Thousand, Seven Hundred and Fifty only)
towards settlement charges.

5.

The High Powered Advisory Committee (hereinafter referred to as "HPAC")

considered the settlement terms proposed by the applicant and recommended the
case for settlement upon payment of Rs. 5,22,750/- (Rupees Five Lakhs, Twenty Two
Thousand, Seven Hundred and Fifty only) towards settlement charges. The Panel of
Whole Time Members of SEBI accepted the said recommendations of the HPAC and
the same was communicated to the applicant vide an e-mail dated November 13,
2014.

6.

Accordingly, the applicant has vide demand draft No. '017141' dated November
17,2014 drawn on 'IDBI Bank' and payable at par at all Branches in India, remitted a
sum Rs. 5,22,750.00/- (Rupees Five Lakhs, Twenty Two Thousand, Seven Hundred
and Fifty only) towards the settlement charges.

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7.

In view of the above, in terms of Regulation 15(1) of SEBI (Settlement of

Administrative and Civil Proceedings) Regulations, 2014 it is hereby ordered that:
i.

this Settlement Order disposes of the said Adjudication Proceedings pending

in respect of the Applicant as mentioned above and;

ii.

passing of this Order is without prejudice to the right of SEBI to take

enforcement actions including commencing/ reopening of the pending
proceedings against the Applicant, if SEBI finds that:
a. any representations made by the Applicant in the consent
proceedings are subsequently discovered to be untrue;
b. the Applicant has breached any of the clauses/ conditions of
undertakings/ waivers filed during the current consent proceedings.

8.

This Settlement Order is passed on this Twenty Sixth day of November, 2014 and shall
come into force with immediate effect.

9.

In terms of Regulation 17 of SEBI (Settlement of Administrative and Civil Proceedings)

Regulations, 2014, copies of this order are being sent to the Applicant and also to
Securities and Exchange Board of India, Mumbai.

Place: Mumbai

Anita Kenkare
Adjudicating Officer

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